Prestige Brands Announces Agreement to Acquire C.B. Fleet Company

Adds Leading Brand to Women’s Health Portfolio

Acquisition Positions the Company for Pro Forma Revenue of
Approximately $1.0 billion in Fiscal 2018

Moves Prestige Towards its Targeted Mix of “Invest-for-Growth” Brands

TARRYTOWN, N.Y.–(BUSINESS WIRE)–Prestige Brands Holdings, Inc. (“Prestige” or the “Company”) (NYSE:PBH)
today announced that it has entered into a definitive agreement to
acquire C.B. Fleet Company (“Fleet”), a manufacturer, marketer, and
distributor of feminine care and other over-the-counter (“OTC”)
healthcare products, for $825 million in cash. The transaction moves the
company towards its stated goal of 85% “invest-for-growth” revenue and
is expected to result in pro forma revenues of approximately $1.0
billion for the Company in Fiscal 2018.

The transaction will add leading brands to the company’s Women’s Health,
Gastrointestinal and Pediatric Care categories with revenues of
approximately $205 million over the trailing twelve months ended
September. The portfolio is anchored by Summer’s Eve® in Feminine Care,
which represents approximately 65% of the Fleet portfolio, and holds a
#1 market share position in its respective category. Introduced in 1972,
Summer’s Eve has a long history of sales growth, consumer awareness, and
product innovation. The Fleet® brand holds a market-leading #1 share in
both Enemas and Glycerin Suppositories, while Pedia-Lax® holds a #1
share in Pediatric Laxatives.

The acquisition of Fleet is consistent with Prestige’s disciplined M&A
criteria and offers opportunities for long-term brand-building and
synergies as the Company expands its position in the Women’s Health and
GI categories. In addition, Fleet operates a “mix and fill”
manufacturing facility in Lynchburg, Virginia, which currently
manufactures approximately two-thirds of Fleet’s sales. Over time, the
Company expects to leverage the facility by expanding production to
include current Prestige products and other initiatives. Upon closing,
the transaction is expected to be immediately accretive to earnings per
share and cash flow from operations, exclusive of transaction,
integration and purchase accounting items.


Ron Lombardi, CEO of Prestige, stated, “Based on Fleet’s long history of
connecting with consumers, new product expansions, and leading
market-share positions we believe the company is well positioned for
long-term growth and fits into our well-established brand building
platform. The acquisition of Fleet further enhances our women’s
healthcare platform, currently anchored by Monistat, with the addition
of Summer’s Eve. Upon closing, Summer’s Eve will also be our largest
brand with over $125 million in sales. In addition, the transaction adds
the leading brands of Fleet and Pedia-Lax to our gastrointestinal
category, expanding the brands we offer in this category.”

He added, “The acquisition is also a key step in aligning our portfolio
with our long-term stated goal of 2-3% organic growth. We believe the
addition of Fleet’s manufacturing facility also provides strategic
benefits and cost synergies as we look to expand manufacturing to
include current Prestige products. Over time, we also expect to take
advantage of Fleet R&D resources to enhance our new product development

Mr. Lombardi concluded, “This acquisition is consistent with our proven
M&A strategy that focuses on acquiring brands with long term brand
building opportunities, including new products and innovations and
quickly integrating them into the Prestige business, resulting in
meaningful synergies and cost savings. The expected integration and
transition is consistent with our past acquisitions and our demonstrated
core competency of acquiring, integrating and growing business through
investment and brand support.”

Financial Outlook

The Company anticipates closing on this transaction by the end of its
fiscal fourth quarter of 2017, subject to satisfaction of customary
closing conditions, including clearance under the Hart-Scott Rodino
Antitrust Improvements Act of 1976.

Dependent on the timing of the closing, Prestige anticipates credit
agreement defined pro forma Debt-to-EBITDA leverage at closing of
approximately 5.8x, with an expectation to reduce its Debt-to-EBITDA
leverage to approximately 5.0x by the end of Fiscal 2018. The
anticipated Fiscal 2018 pro forma Adjusted EBITDA implies a purchase
price multiple of approximately 11x. Prestige has secured a financing
commitment for the full amount needed to consummate the transaction and
may choose to fund a portion of the transaction with excess cash on
hand, bank debt, bonds and/or common equity. The Company will be
providing further detail on the transaction on its Fiscal 2017 third
quarter earnings call in early February 2017.

Barclays acted as exclusive financial advisor to Prestige Brands on this

Conference Call & Presentation

The Company will host a conference call tomorrow December 23rd,
2016 at 8:30m ET to review the pending acquisition of Fleet. The call
may be accessed by dialing 844-233-9440 about 10 minutes before the
start of the call. International callers may dial 574-990-1016. The
conference password is “prestige”. A replay will be available for two
weeks following the completion of the call and can be accessed by
dialing 1-855-859-2056, or 1-404-537-3406 for international. The replay
password is 44897517. A slide presentation will accompany the call and
can be accessed from the Investors section of the Company’s website,

About Prestige Brands Holdings, Inc.

The Company markets and distributes brand name over-the-counter and
household cleaning products throughout the U.S. and Canada, Australia,
and in certain other international markets. The Company’s brands include
Monistat® women’s health products, BC® and Goody’s® pain relievers,
Clear Eyes® eye care products, DenTek® specialty oral care products,
Dramamine® motion sickness treatments, Chloraseptic® sore throat
treatments, Compound W® wart treatments, Little Remedies® pediatric
over-the-counter products, The Doctor’s® NightGuard® dental protector,
Efferdent® denture care products, Luden’s® throat drops, Beano® gas
prevention, Debrox® earwax remover, Gaviscon® antacid in Canada, and
Hydralyte® rehydration products and the Fess® line of nasal and sinus
care products in Australia. Visit the Company’s website at

Note Regarding Forward-Looking Statements

This news release contains “forward-looking statements” within the
meaning of the federal securities laws that are intended to qualify for
the Safe Harbor from liability established by the Private Securities
Litigation Reform Act of 1995. “Forward-looking statements” generally
can be identified by the use of forward-looking terminology such as
“will,” “would, ” “expect,” “plan,” “continue,” “anticipate” (or the
negative or other derivatives of each of these terms) or similar
terminology. The “forward-looking statements” include, without
limitation, statements regarding the expected timing for consummating
the acquisition; the acquisition’s impact on revenues, organic growth,
cash flow, earnings per share and leverage; the impact of the
acquisition on the Company’s brand-building and product development
initiatives; the ability to achieve synergies from the acquisition; the
Company’s plans for the Fleet manufacturing facility and R&D resources;
the Company’s expected financing for the transaction; and the success of
the Company’s strategy of acquiring, integrating and building brands.
These statements are based on management’s estimates and assumptions
with respect to future events and financial performance and are believed
to be reasonable, though are inherently uncertain and difficult to
predict. Actual results could differ materially from those in the
forward-looking statements as a result of a variety of factors,
including satisfaction of the closing conditions, including approval
under the Hart-Scott Rodino Antitrust Improvements Act, general economic
and business conditions, the Company’s ability to successfully integrate
the Fleet brands, manufacturing facility and R&D resources, competitive
pressures, unexpected costs or liabilities, and disruptions resulting
from the integration. A discussion of other factors that could cause
results to vary is included in the Company’s Annual Report on Form 10-K
for the year ended March 31, 2016 and in Part II, Item 1A. Risk Factors
in the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2016. Except to the extent required by applicable
securities laws, the Company is not under any obligation to (and
expressly disclaim any such obligation to) update any forward-looking
statements, whether as a result of new information, future events, or
otherwise. All statements contained in this press release are made only
as of the date of this release.


Prestige Brands Holdings, Inc.
Phil Terpolilli, 914-524-6819